• | Vesting conditions. Vesting schedules for restricted stock, performance share units and non-qualified stock options cause management to have a significant amount of unvested awards at any given time; Balanced Incentives. Our executive compensation program has a meaningful focus on long-term equity compensation with fixed and variable features;
Multiple Performance Objectives. Short-term or annual incentive compensation opportunities are capped and therefore do not incentivize employees to maximize short-term performance at the expense of long-term performance and annual cash incentive compensation is based on pre-established Company financial metrics;
Recoupment Protocols. We have a clawback policy that will allow us to recoup incentive compensation in the event of a restatement or material miscalculation that resulted from fraud or other intentional misconduct by one of our executive officers;
Competitive Alignment. Our compensation levels and opportunities are in line with appropriate competitive practice; and
Equity Ownership Requirements. Our executives and Directors are expected to maintain an ownership interest in the Company, which an alignment of their interests with those of our shareholders.
TABLE OF CONTENTS
• | Balanced incentives. Our executive compensation program has a meaningful focus on long-term equity compensation with fixed and variable features; |
• | Multiple performance objectives. Short-term or annual incentive compensation opportunities are capped and therefore do not incentivize employees to maximize short-term performance at the expense of long-term performance and annual cash incentive compensation is based on pre-established company financial metrics; |
• | Recoupment protocols. We have a clawback policy that will allow us to recoup incentive compensation in the event of a restatement or material miscalculation that resulted from fraud or other intentional misconduct by one of our executive officers; |
• | Competitive alignment. Our compensation levels and opportunities are in line with appropriate competitive practice; and |
• | Equity ownership requirements. Our executives and directors are expected to maintain an ownership interest in the company, which an alignment of their interests with those of our shareholders. |
• | Incentive plan caps. Executive incentive plans are capped at 200% of target. |
Director and Executive Stock Ownership Guidelinesexecutive stock ownership guidelines In order to complement our compensation programs and further align the interests of our NEOs with those of our shareholders, our Boardboard of Directorsdirectors adopted Director Stock Ownership Guidelinesdirector stock ownership guidelines and Executive Stock Ownership Guidelinesexecutive stock ownership guidelines pursuant to which the following persons are expected to own equity in the Companycompany with the following aggregate market values: Chief Executive Officerexecutive officer | | | 5x annual base salary | Executive Vice Presidentvice president | | | 3x annual base salary | Senior Vice Presidentvice president | | | 1x annual base salary | Non-Employee DirectorNon-employee director
| | | 5x annual cash retainer, excluding committee retainers
or retainers paid for service as Lead Directorlead director |
Our non-employee Directorsdirectors and our executive officers are expected to attain compliance with these ownership guidelines by the fifth anniversary of our IPO, if serving as a Non-Employee Directornon-employee director or executive officer at the time of our IPO, or by the fifth anniversary of their appointment or election, in the case of a non-employee Director,director, or their hire or promotion date, in the case of an executive officer. Thereafter, Non-Employee Directorsnon-employee directors and executive officers are required to certify as to his or her compliance with these ownership guidelines at least once each year. 2021TABLE OF CONTENTS 2022 CEO Pay Ratiopay ratio As required by Item 402(u) of Regulation S-K, the Companycompany is disclosing the following information about the relationship of the annual total compensation of our CEO and the median of the annual total compensation of our employees (other than the CEO) for fiscal year 2021:2022: The total annual compensation of our CEO was $16,340,549,$12,249,164, as disclosed in the “SummarySummary Compensation Table”.Table. The annual total compensation of our median employee was $19,021.$22,142. The ratio of the total annual compensation of our CEO to the annual total compensation of our median employee was 859553 to 1. We identified the median employee for the fiscal year 20212022 pay ratio using the following methodology and material assumptions. To identify the median of the total annual compensation of our active employees as of January 29, 2022,28, 2023, we used total wages from our payroll records for the period from January 30, 20212022 (the first day of fiscal year 2021)2022) through January 29, 202228, 2023 (the last day of fiscal year 2021)2022); we included any full-time, part-time, temporary or seasonal employees, but excluded our CEO; and we did not annualize compensation for any full-time or part-time permanent employees who were employed by the company on January 30, 20212022 but did not work for us the entire year or make any full-time equivalent adjustments for part-time employees. We consistently applied this compensation measure and methodology to all of our employees included in the calculation. We determined the annual total compensation for fiscal year 20212022 of our median employee (who was calculated to be a part-time employee) in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table. This information is being provided for compliance purposes. The ratio presented herein is a reasonable estimate and may not be comparable to the pay ratio presented by other companies. Neither the Compensation Committeecompensation committee nor management of the Companycompany used the pay ratio measure in making compensation decisions. TABLE OF CONTENTS Pay versus performance The information below presents the relationship between the compensation of the company’s NEOs and certain performance measures in accordance with Item 402(v) of Regulation S-K (“Pay Versus Performance Table”). For a discussion of the company’s compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above. Pay Versus Performance Table The information below presents the relationship between compensation actually paid (CAP) of the company’s NEOs and certain performance measures in accordance with Item 402(v) of Regulation S-K. 2022 | | | $ 12,249,164 | | | $ 23,888,302 | | | | | | | | | $3,548,597 | | | $6,422,497 | | | $339.68 | | | $121.44 | | | $513 | | | $ 914 | 2021 | | | 16,340,546 | | | 37,445,973 | | | $21,626,020 | | | $15,984,701 | | | 3,681,469 | | | 7,736,013 | | | 282.32 | | | 147.91 | | | 427 | | | 880 | 2020 | | | | | | | | | 16,157,250 | | | 20,079,361 | | | 4,171,404 | | | 10,557,454 | | | 205.03 | | | 140.50 | | | 421 | | | 857 |
(1)
| For 2022, the PEO is Mr. Eddy. For 2021, the first PEO is Mr. Eddy, who was appointed as president and chief executive officer on April 19, 2021. The second PEO is Mr. Delaney, who served as our PEO in 2020 and 2021 until he passed away unexpectedly on April 8, 2021. Our Non-PEO NEOs for the covered years are as follows: |
Bob Eddy | | | Laura Felice | | | Laura Felice | Paul Cichocki | | | Paul Cichocki | | | Paul Cichocki | Jeff Desroches | | | Jeff Desroches | | | Jeff Desroches | Scott Kessler | | | Bill Werner | | | Scott Kessler | Chris Baldwin | | | | | | |
In 2020, Mr. Eddy served as our executive vice president, chief financial and administrative officer. (2)
| The following adjustments relating to equity awards were made to total compensation for each year to determine CAP as computed in accordance with Item 402(v) of Regulation S-K: |
First PEO (Mr. Eddy) | 2022 | | | $12,249,164 | | | $11,639,138 | | | $23,888,302 | 2021 | | | 16,340,546 | | | 21,105,427 | | | 37,445,973 | Second PEO (Mr. Delaney) | 2021 | | | $21,626,020 | | | ($5,641,319) | | | $15,984,701 | 2020 | | | 16,157,250 | | | 3,922,111 | | | 20,079,361 | Non-PEO NEOs | 2022 | | | $3,548,597 | | | $2,873,901 | | | $6,422,497 | 2021 | | | 3,681,469 | | | 4,054,544 | | | 7,736,013 | 2020 | | | 4,171,404 | | | 6,386,050 | | | 10,557,454 |
TABLE OF CONTENTS The total equity award adjustments for each applicable fiscal year are detailed below: First PEO (Mr. Eddy) | 2022 | | | ($6,999,976) | | | $10,821,343 | | | $6,335,049 | | | $0 | | | $1,482,721 | | | $0 | | | $11,639,138 | 2021 | | | (10,999,934) | | | 24,941,414 | | | 5,936,479 | | | 0 | | | 1,227,469 | | | 0 | | | 21,105,427 | Second PEO (Mr. Delaney) | 2021 | | | ($21,275,695) | | | $16,241,023 | | | $0 | | | $7,367,893 | | | $518,726 | | | ($8,493,266) | | | ($5,641,319) | 2020 | | | (10,999,950) | | | 10,724,526 | | | 3,187,226 | | | 0 | | | 1,010,308 | | | 0 | | | 3,922,111 | Non-PEO NEOs | 2022 | | | ($1,699,914) | | | $2,627,917 | | | $1,295,559 | | | $0 | | | $650,339 | | | $0 | | | $2,873,901 | 2021 | | | (1,924,914) | | | 3,287,209 | | | 2,435,962 | | | 0 | | | 256,287 | | | 0 | | | 4,054,544 | 2020 | | | (2,091,112) | | | 3,824,892 | | | 3,434,367 | | | 0 | | | 1,217,903 | | | 0 | | | 6,386,050 |
The valuation methodologies used to calculate fair values for each measurement date do not materially differ from those used at the time of grant of each respective award. (3)
| Represents total shareholder return for the S&P 500 Retail Index. |
(4)
| Represents adjusted EBITDA, which is defined in the Compensation Discussion and Analysis section of this Proxy Statement. |
Relationship between compensation actually paid and financial performance In accordance with Item 402(v) of Regulation S-K, the following graphs illustrate the relationship between the amounts disclosed in the Pay Versus Performance Table, above, as CAP to Total Shareholder Return, Peer Group Total Shareholder Return, GAAP Net Income and Adjusted EBITDA. TABLE OF CONTENTS Tabular list of performance measures The following table lists the financial performance measures that the company considers to be the most important financial performance measures used by the company to link compensation actually paid to its NEOs for the most recently completed fiscal year to performance of the company. Adjusted EBITDA
| Comparable club sales
| Adjusted EPS
|
TABLE OF CONTENTS Compensation Committee Interlockscommittee interlocks and Insider Participationinsider participationDuring fiscal year 2021,2022, the members of the Compensation Committeecompensation committee (or other committee performing equivalent functions) were Tom Kingsbury, Ken Parent and Judy Werthauser. During fiscal year 2021,2022, none of our executive officers served as a member of the Board of Directorsboard or Compensation Committeecompensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on the Board of Directorsboard or Compensation Committee.compensation committee. TABLE OF CONTENTS
Compensation Committee Reportcommittee reportThe Compensation Committeecompensation committee has discussed and reviewed the prior Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committeecompensation committee recommended to the Boardboard that the Compensation Discussion and Analysis be included in this Proxy Statement. Submitted by the Compensation Committee of the Board of Directors:
Judy Werthauser (Chair)
Tom Kingsbury
Ken Parent (Chair)
Chris Peterson TABLE OF CONTENTS Ratification of Appointmentappointment of Independent Registered independent registered
Public Accounting Firmpublic accounting firm
| | | The Audit Committeeaudit committee appoints our independent registered public accounting firm. In this regard, the Audit Committeeaudit committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the Audit Committeeaudit committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the Lead Audit Partnerlead audit partner and the audit team assigned to our account, the overall strength and reputation of the firm, the firm’s global capabilities relative to our business and the firm’s knowledge of our operations. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1996. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in | any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the Audit Committeeaudit committee has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for fiscal year 2022.2023. |
| | | The Boardboard unanimously recommends that you vote “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm. |
Although ratification is not required by our Bylawsbylaws or otherwise, the Boardboard is submitting the appointment of PricewaterhouseCoopers LLP to our shareholders for ratification because we value our shareholders’ views on the Company’scompany’s independent registered public accounting firm and it is a good corporate governance practice. If our shareholders do not ratify the appointment, the Audit Committeeaudit committee will take that act into consideration, together with such other factors it deems relevant, in determining its next appointment of independent auditors. Even if the appointment is ratified, the Audit Committee,audit committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Companycompany and its shareholders. Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting and to have an opportunity to make a statement if they so desire and be available to respond to appropriate questions from shareholders. Board Recommendationrecommendation The Board of Directorsboard unanimously recommends you vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022.2023. TABLE OF CONTENTS Audit, Audit-Related, Taxaudit-related, tax and All Other Feesall other feesThe table below sets forth the aggregate fees billed to BJ’s for services related to fiscal year 20212022 and fiscal year 2020,2021, respectively, by PricewaterhouseCoopers LLP, our independent registered public accounting firm. Audit fees(1) | | $ 3,056,541 | | $ 2,841,722 | | $ 3,300,238 | | $ 3,056,541 | Audit-related fees(2) | | 660,000 | | 105,000 | | — | | 660,000 | Tax fees(3) | | 180,456 | | 177,569 | | 213,801 | | 180,456 | All other fees(4) | | 2,900 | | 2,756 | | 3,081 | | 2,900 | Total fees | | $3,899,897 | | $3,127,047 | | $3,517,120 | | $3,899,897 |
(1)
| Audit fees consisted of fees billed for professional services rendered for the audit of our consolidated annual financial statements, audit of the effectiveness of internal controls over financial reporting and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. |
(2)
| Audit-Related FeesAudit-related fees consisted of fees billed for assurance and related services such as due diligence for the anticipated Burris Logistics acquisition, that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.fees.” |
(3)
| Tax fees consisted of fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance, tax planning and compliance work. |
(4)
| All other fees related to licenses for accounting research software. |
Pre-Approval PoliciesPre-approval policies and ProceduresproceduresThe formal written charter for our Audit Committeeaudit committee requires that the Audit Committeeaudit committee pre-approve all audit services to be provided to us, whether provided by our principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to us by our independent registered public accounting firm, other than de minimis non-audit services approved in accordance with applicable SEC rules. The Audit Committeeaudit committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. This pre-approval policy generally provides that the Audit Committeeaudit committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committeeaudit committee or (ii) entered into pursuant to the pre-approval policies and procedures described in the pre-approval policy. Unless a type of service to be provided by our independent registered public accounting firm has received this latter general pre-approval under the pre-approval policy, it requires specific pre-approval by the Audit Committee.audit committee. On an annual basis, the Audit Committeeaudit committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by the Company’scompany’s independent registered public accounting firm without first obtaining specific pre-approval from the Audit Committee.audit committee. The Audit Committeeaudit committee may revise the list of general pre-approved services from time to time, based on subsequent determinations. Any member of the Audit Committeeaudit committee to whom the committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the Audit Committeeaudit committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the Audit Committeeaudit committee requires pre-approval for such additional services or such additional amounts. The services provided to us by PricewaterhouseCoopers LLP in fiscal year 20212022 and fiscal year 20202021 were provided in accordance with our pre-approval policies and procedures, as applicable. TABLE OF CONTENTS Audit Committee Reportcommittee reportThe Audit Committeeaudit committee operates pursuant to a charter which is reviewed periodically by the Audit Committee.audit committee. Additionally, a brief description of the primary responsibilities of the Audit Committeeaudit committee is included in this Proxy Statement under the discussion of “Corporate Governance—Audit Committee.governance—audit committee.” Under the Audit Committeeaudit committee charter, management is responsible for the preparation, presentation and integrity of the Company’scompany’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States. In the performance of its oversight function, the Audit Committeeaudit committee reviewed and discussed with management the Company’scompany’s audited financial statements for fiscal year 2021.2022. The Audit Committeeaudit committee also discussed with the Company’scompany’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the audit committee received and reviewed the written disclosures and the letters from the Company’scompany’s independent registered public accounting firm required by applicable requirements of the PCAOB, regarding such independent registered public accounting firm’s communications with the Audit Committeeaudit committee concerning independence and discussed with the Company’scompany’s independent registered public accounting firm their independence from the Company.company. Based upon the review and discussions described in the preceding paragraph, the Audit Committeeaudit committee recommended to the Boardboard that the Company’scompany’s audited financial statements be included in its Annual Report on Form 10-K for fiscal year 20212022 filed with the SEC. Submitted by the Audit Committee of the Board of Directors: Chris Peterson (Chair)
Maile Naylor
Rob Steele TABLE OF CONTENTS
Approval of an Amendment
to our Charter to Eliminate
Supermajority Vote
Requirements
| | | |
Certain provisions of our Charter require the affirmative vote of holders of at least 66 2/3% of the voting power of our outstanding shares of stock entitled to vote with respect to such provisions to approve (i) amendments to our Charter and our Bylaws and (ii) the removal of directors from office (together, the “supermajority voting requirements”), each of which is discussed further below. We are seeking shareholder approval of an amendment to our Charter to eliminate these supermajority voting requirements from the Charter and to replace such requirements with a majority voting standard (the “Proposed Charter Amendment”).
| | | The Board unanimously recommends that you vote “FOR” the Proposed Charter Amendment.
|
Rationale for Eliminating the Supermajority Vote Requirements
The Proposed Charter Amendment is a result of the Board’s ongoing review of our corporate governance principles and our commitment to good governance practices as we continue the transition from a controlled company to an independent company. It is the Board’s view that, subject to any applicable laws, our shareholders should have the ability to make changes to our Charter and Bylaws and to remove directors from office with majority support.
In developing the Proposed Charter Amendment, the Board carefully considered the implications of amending our Charter to eliminate the supermajority voting requirements. The supermajority voting requirements are intended to protect against self-interested action by large shareholders by requiring broad shareholder support for certain types of governance changes. By eliminating the supermajority voting requirements, the Proposed Charter Amendment may make it easier for one or more shareholders to remove directors or effect other corporate governance changes in the future and may also make it more difficult for the Board to protect shareholders’ interests if presented with an acquisition proposal that the Board believes undervalues the Company. Nevertheless, the Board is of the belief that eliminating the supermajority voting requirements is consistent with generally held views of good corporate governance, as evidenced by the fact that many other public companies have transitioned away from supermajority voting provisions in the years after going public. On balance, and in contemplation of the considerations described above, the Board believes this action is in the best interest of our company and our shareholders.
Eliminate Provisions Requiring a Supermajority Vote to Amend our Charter and Bylaws
Our Charter currently provides that, in addition to any affirmative vote of the holders of any particular class or series of stock required by law or our Charter, the affirmative vote of the holders of at least two-thirds of the voting power of the then outstanding shares of stock entitled to vote thereon, voting together as a single class, is required to alter, amend or repeal certain provisions of our Charter, including provisions relating to: (i) the powers, election of, removal of and terms of directors, (ii) shareholder action, (iii) limitation of liability, (iv) exclusive forum, (v) conflicts of interest and (vi) amendment of our Charter and Bylaws.
If Proposal 4 is approved by shareholders, the voting standard for shareholder approval of any future amendments to our Charter, including the provisions described above, would be by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, which is the default voting standard under the DGCL. The Board will retain the right to amend, alter, change or repeal any provision of our Charter without seeking approval of our shareholders, except as required by the DGCL.
Currently, our shareholders may only alter, amend or repeal, in whole or in part, any provision of our Bylaws with the affirmative vote of at least two-thirds of the voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class.
If Proposal 4 is approved by shareholders, Article X, Section 2 of our Charter would be amended to replace the reference to “66-2/3%” with “a majority.” As a result, shareholders would be able to amend our Bylaws with the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class. Unless otherwise required by law, the Board will also retain its right under our Charter to make, repeal, alter, amend and rescind, in whole or in part, our Bylaws by a majority vote of the directors then in office.
TABLE OF CONTENTS
The Proposed Charter Amendment would also delete certain obsolete provisions in Article X relating to the equity ownership of our former sponsors.
Related Changes to our Bylaws
In connection with the Proposed Charter Amendment, the Board has approved a conforming amendment to our Bylaws. The amendment, which is contingent upon shareholder approval and implementation of Proposal 4, would amend Article X of our Bylaws to replace the provision requiring a supermajority vote in order to amend our Bylaws with a majority vote threshold. As permitted by the DGCL, our Bylaws will continue to allow the Board to make, repeal, alter, amend and rescind, in whole or in part, our Bylaws by a majority vote of the directors then in office, unless otherwise required by law.
Eliminate Provisions Requiring a Supermajority Vote to Remove Directors
The Charter also currently states that, subject to the rights of any holders of preferred stock to elect directors, from and after the date on which the Board ceases to be classified, which shall be after the 2022 Annual Meeting, any director may be removed from office, with cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of our stock entitled to vote at an election of directors or without cause by the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of our stock entitled to vote on the election of such director.
Therefore, if Proposal 4 is approved, in addition to the amendments to our Charter and our Bylaws described above, shareholders would also be able to remove any director from office, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of our stock entitled to vote on the election of directors generally. This change aligns with the default voting standard under the DGCL. The Proposed Charter Amendment would also delete certain provisions relating to director removal rights when the Board is classified, as such provisions will become obsolete following the 2022 Annual Meeting.
Proposed Charter Amendment
The text of the Proposed Charter Amendment is attached as Annex A to this Proxy Statement and incorporated herein by reference.
As discussed, the Charter currently requires the approval of at least 66 2/3% of the voting power of the outstanding shares of our stock to approve Proposal 4. If Proposal 4 is approved by the requisite number of our shareholders, we will file a Certificate of Amendment to our Charter with the Secretary of State of the State of Delaware, which Certificate of Amendment will become effective at the time of filing. Additionally, the related conforming amendment to our Bylaws adopted by our Board will become effective upon such filing.
If Proposal 4 is not approved by the requisite vote, then a Certificate of Amendment to our Charter will not be filed with the Secretary of State of the State of Delaware, the related amendment to our Bylaws approved by the Board will not become effective and the supermajority voting requirements in both our Charter and Bylaws will remain in place.
Board Recommendation
The Board unanimously recommends that you vote FOR the Proposed Charter Amendment to eliminate the supermajority vote requirements in our Charter and Bylaws.
TABLE OF CONTENTS Beneficial OwnershipownershipTo our knowledge, except as otherwise indicated, each of the persons, groups of affiliated persons or entities listed in the tables below has sole voting and investment power with respect to the shares beneficially owned by him, her or such group or entity. For purposes of the tables below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within 60 days after March 1, 2022.31, 2023. For purposes of computing the percentage of outstanding shares held by each person, group of affiliated persons or entities named below, any shares that such person, group of affiliated persons or entities has the right to acquire within 60 days after March 1, 202231, 2023 are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person, group of affiliated persons or entities. The percentage of shares beneficially owned is computed on the basis of 135,329,504133,639,486 shares of our common stock outstanding as of March 1, 2022.31, 2023. Beneficial Ownershipownership of Directorsdirectors and Executive Officersexecutive officersThe following beneficial ownership table sets forth, as of March 1, 2022,31, 2023, information regarding the beneficial ownership of the Company’scompany’s common stock by (i) each of our current Directorsdirectors and our NEOs for fiscal year 2021;2022; and (ii) all current Directorsdirectors and executive officers as a group. Name of Beneficial Owner(1) | | Shares
Beneficially Owned | | % of Shares
Beneficially Owned | | Name of beneficial owner(1) | | | Shares
beneficially owned | | % of shares
beneficially owned | Chris Baldwin(2) | | 653,043 | | * | | 622,745 | | * | Bob Eddy(3) | | 853,652 | | * | | 889,023 | | * | Laura Felice(4) | | 236,691 | | * | | 246,301 | | * | Paul Cichocki(5) | | 292,448 | | * | | 376,614 | | * | Jeff Desroches(6) | | 251,637 | | * | | 281,971 | | * | Bill Werner(7) | | 163,680 | | * | | Scott Kessler(7) | | | 168,788 | | * | Ken Parent(8) | | 52,350 | | * | | 19,905 | | * | Chris Peterson(9) | | 15,458 | | * | | 18,017 | | * | Rob Steele(10) | | 29,159 | | * | | 31,718 | | * | Michelle Gloeckler(11) | | 11,271 | | * | | 13,830 | | * | Tom Kingsbury(12) | | 9,816 | | * | | Maile Naylor(13) | | 11,271 | | * | | Judy Werthauser(14) | | 16,745 | | * | | Darryl Brown(15) | | 3,334 | | * | | All Directors and executive officers as a group (17 persons)(16) | | 2,853,439 | | 2.1% | | Maile Naylor(11) | | | 13,830 | | * | Darryl Brown(12) | | | 5,893 | | * | All Directors and executive officers as a group (15 persons)(13) | | | 2,909,672 | | 2.2% |
*
| Represents beneficial ownership of less than 1% of our outstanding common stock. |
(1)
| Address for all persons listed is c/o BJ’s Wholesale Club, Inc., 25 Research350 Campus Drive, Westborough,Marlborough, Massachusetts 01581.01752. |
(2)
| Consists of (a) 263,561240,530 shares of common stock, (b) 10,6793,412 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 378,803 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(3)
| Consists of (a) 2,000 shares of common stock held by his minor children, (b) 158,814228,797 shares of common stock, (c) 91,72457,112 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (d) 601,114 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(4)
| Consists of (a) 72,56980,706 shares of common stock, (b) 19,32113,315 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 144,801152,280 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(5)
| Consists of (a) 79,228175,412 shares of common stock, (b) 33,72321,705 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 179,497 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(6)
| Consists of (a) 90,524128,514 shares of common stock, (b) 19,80612,150 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 141,307 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(7)
| Consists of (a) 34,282 shares of common stock, (b) 23,738 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 105,660 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
TABLE OF CONTENTS
(8)
| Consists of (a) 14,143156,638 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions and (c) 35,004 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(9)
| Consists of (a) 12,255 shares of common stock and (b) 3,20312,150 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(10) (8)
| Consists of (a) 14,14317,346 shares of common stock and (b) 2,559 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions. |
(9)
| Consists of (a) 15,458 shares of common stock and (b) 2,559 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
TABLE OF CONTENTS (10)
| Consists of (a) 17,346 shares of common stock, (b) 3,2032,559 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 11,813 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
(11)
| Consists of (a) 8,06811,271 shares of common stock and (b) 3,2032,559 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(12)
| Consists of (a) 6,6133,334 shares of common stock and (b) 3,2032,559 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(13)
| Consists of (a) 8,068 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(14)
| Consists of (a) 13,542 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(15)
| Consists of (a) 131 shares of common stock and (b) 3,203 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions). |
(16)
| Consists of (a) 913,8511,145,484 shares of common stock, (b) 289,256178,756 shares of unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (c) 1,650,3321,585,432 shares of common stock issuable upon the exercise of outstanding options that are currently exercisable. |
Beneficial Ownershipownership of More Thanmore than 5% ShareholdersshareholdersBased on information available as of March 1, 2022,31, 2023, the following are the only beneficial owners of more than 5% of the Company’scompany’s common stock: FMR LLC(1)
245 Summer Street
Boston, Massachusetts 02110 | | | 18,012,735 | | | 13.25% | BlackRock, Inc.(2)
55 East 52nd
Street New York, New York 10055 | | | 15,634,593 | | | 10.80% | The Vanguard Group(3)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355 | | | 14,469,432 | | | 10.64% |
BlackRock, Inc.(1)
55 East 52nd Street
New York, New York 10055 | | | 12,002,618 | | | 10.5% | The Vanguard Group(2)
100 Vanguard Boulevard
Malvern, Pennsylvania 19355 | | | 13,805,970 | | | 12.1% |
(1)
| Based on a Schedule 13G/A filed with the SEC on January 25, 2023, BlackRock, Inc. has sole voting power over 11,591,458 shares of our common stock and sole dispositive power over 12,002,618 shares of our common stock. |
(2)
| Based on a Schedule 13G/A filed with the SEC on February 9, 2022, FMR LLC has sole voting power over 1,792,343 shares of our common stock and sole dispositive power over 18,012,735 shares of our common stock. |
(2)
| Based on a Schedule 13G/A filed with the SEC on January 27, 2022, BlackRock, Inc. has sole voting power over 15,303,475 shares of our common stock and sole dispositive power over 15,634,593 shares of our common stock. |
(3)
| Based on a Schedule 13G/A filed with the SEC on February 9, 2022,2023, The Vanguard Group has shared voting power over 223,25156,582 shares of our common stock, sole dispositive power over 14,126,34713,616,183 shares of our common stock and shared dispositive power over 343,085189,787 shares of our common stock. |
Delinquent Section 16(a) ReportsSection 16(a) of the Exchange Act requires our executive officersCertain relationships and directors, and persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. Such officers, directors and shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file with the SEC. To our knowledge, based on review of the copies of such reports and amendments to such reports furnished to us with respect to fiscal year 2021, and based on written representations by our current directors and executive officers, all required Section 16 reports under the Exchange Act for our directors, executive officers and beneficial owners of greater than 10% of our common stock were filed on a timely basis during fiscal year 2021 and fiscal year 2022 to date, with the following exceptions: (i) Lee Delaney had a Form 4 amendment filing on April 7, 2021 to correct the number of shares of restricted stock reported as acquired on April 1, 2021; and (ii) Monica Schwartz had a Form 4 amendment filing on August 25, 2021 to correct the number of shares withheld by the Company for payment of tax liability incident to the vesting of shares of restricted stock on August 3, 2021.
TABLE OF CONTENTS
Certain Relationships and Related Person Transactionsrelated person transactionsReview and Approvalapproval of Related Person Transactionsrelated person transactionsThe Board of Directorsboard recognizes that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). The Boardboard has adopted a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly-heldpublicly held common stock listed on the NYSE. Our related person transaction policy requires that the Audit Committeeaudit committee approve or ratify related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K (which are transactions in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any “related person” as defined under Item 404(a) of Regulation S-K had or will have a direct or indirect material interest). It is our policy that Directorsdirectors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest. Each of the transactions described below entered into following the adoption of our related person transaction policy was approved in accordance with such policy. Certain Related Person TransactionsMr. Kingsbury’s daughter was employed by the Company in a non-executive role during fiscal year 2021. She received compensation and was eligible to participate in benefit plans consistent with employees of the Company in comparable positions.
Indemnification AgreementsagreementsOur Bylawsbylaws provide that we indemnify our Directorsdirectors and officers to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), subject to certain exceptions contained in our Bylaws.bylaws. In addition, our Chartercharter provides that our Directorsdirectors will not be liable for monetary damages for breach of fiduciary duty. We have entered into indemnification agreements with each of our executive officers and Directors.directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements. There is no pending litigation or proceeding naming any of our Directorsdirectors or officers for which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any Directordirector or executive officer. TABLE OF CONTENTS Shareholder Proposalsproposals and Director Nominationsdirector nominationsShareholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at the 20232024 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretarysecretary at our offices at 350 Campus Drive, Marlborough, Massachusetts 01752, in writing not later than January 5, 2023.2024. Shareholders intending to present a proposal at the 20232024 Annual Meeting, but not to include the proposal in our Proxy Statement, or to nominate a person for election as a Director,director, must comply with the requirements set forth in our Bylaws.bylaws. Our Bylawsbylaws require, among other things, that our Secretarysecretary receive written notice from the shareholder of record at the time of giving notice of their intent to present such proposal or nomination not earlier than the close of business on the 120th120th day and not later than the close of business on the 90th90th day prior to the anniversary of the preceding year’s Annual Meetingannual meeting of Shareholders.shareholders. Therefore, we must receive notice of such a proposal or nomination for the 20232024 Annual Meeting no earlier than the close of business on February 16, 20232024 and no later than the close of business on March 18, 2023.17, 2024. The notice must contain the information required by our Bylaws.bylaws. In the event that the date of the 20232024 Annual Meeting is more than 30 days before or more than 60 days after June 16, 2023,15, 2024, then our Secretarysecretary must receive such written notice not earlier than the close of business on the 120th120th day prior to the 20232024 Annual Meeting and not later than the close of business of the 90th90th day prior to the 20232024 Annual Meeting or, if later, the 10th10th day following the day on which public disclosure of the date of such meeting is first made by us. SEC rules permit management to vote proxies in its discretion in certain cases if the shareholder does not comply with this deadline and, in certain other cases notwithstanding the shareholder’s compliance with this deadline. To comply with the universal proxy rules, (once effective), shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 17, 2023.16, 2024. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements. TABLE OF CONTENTS ABOUT THE ANNUAL MEETING
Why Diddid I Receivereceive these Proxy Materials?proxy materials? We are providing these proxy materials in connection with the solicitation by the Boardboard of proxies to be voted at the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each shareholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this Proxy Statement and our Annual Report for the fiscal year ended January 29, 202228, 2023 (referred to as the “Proxy Materials”) or (2) if requested, mailed you a paper copy of the Proxy Materials. You received these Proxy Materials because you were a shareholder of record as of the close of business on April 25, 2022.24, 2023. If you have not received, but would like to receive, a paper copy of the Proxy Materials in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability. What Doesdoes it Meanmean if I Receive More Than One Setreceive more than one set of Proxy Materials?proxy materials? It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the Proxy Materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope. What is the Date, Timedate, time and Locationlocation of the Annual Meeting? The Annual Meeting will be held on Thursday, June 16, 202215, 2023 at 8:00 a.m., Eastern Time. The Companycompany will be hosting the meeting live via the Internet. To attend the Annual Meeting via the Internet please visit www.virtualshareholdermeeting.com/BJ2022BJ2023. Shareholders who choose to attend the Annual Meeting will do so by accessing a live audio webcast of the Annual Meeting via the Internet at the link provided above. At this website, shareholders will be able to listen to the Annual Meeting live, submit questions and submit their vote while the Annual Meeting is being held. Please see “How Can I Attend and Vote at the Annual Meeting?” below for more information. What is the Purposepurpose of the Annual Meeting? The purpose of the Annual Meeting is to vote on the following items described in this Proxy Statement: ❖ | | | Proposal No. 1: | | | Election of seven Directoreight director nominees; | ❖ | | | Proposal No. 2: | | | Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; and | ❖ | | | Proposal No. 3: | | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and | ❖
| | | Proposal No. 4:
| | | Approval of an amendment to our Charter to eliminate supermajority vote requirements.firm for fiscal year 2023.
|
Are There Any Mattersthere any matters to Be Voted Onbe voted on at the Annual Meeting That Are Not Includedthat are not included in this Proxy Statement? As of the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any continuation, postponement or adjournment thereof for consideration, and you are a shareholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you. TABLE OF CONTENTS
Who is Entitledentitled to Attendattend and Votevote at the Annual Meeting? The Boardboard has set April 25, 202224, 2023 as the record date for the Annual Meeting. All persons who were registered holders of BJ’s Wholesale Club Holdings, Inc. common stock at the close of business on that date are shareholders of record for the purposes of the Annual Meeting and will be entitled to receive notice of, to attend and to vote at, the Annual Meeting TABLE OF CONTENTS or any continuation, postponement or adjournment thereof. At the close of business on the Record Date, there were 134,907,215134,387,595 shares of our common stock issued and outstanding and entitled to vote. Each share of our common stock is entitled to one vote on any matter presented to shareholders at the Annual Meeting. Beneficial owners who, at the close of business on the record date, held their shares in an account with a broker, bank or other holder of record generally cannot vote their shares directly and instead must instruct the record holder how to vote their shares. See “How Do I Vote?—Beneficial Owners” below for more information. What Areare the Deadlinesdeadlines to Submit My Vote?submit my vote? The deadlines to submit your votes for the Annual Meeting are set forth below. | | | | | | | | | | | | | | | | | | | | | |
Internet
Visit www.proxyvote.com
Votes cast via the Internet must be received by 11:59 p.m. EDT on June 15, 2022 14, 2023.
| | | | | | | | | QR Code code
Scan the QR Code code
Votes cast by scanning the
QR Codecode must be received by 11:59 p.m. EDT on June 15, 2022. 14, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Telephone
Call 1[1 (800) 690-6903 690-6903]
Votes cast by phone must be received by 11:59 p.m. EDT on June 15, 2022. 14, 2023.
| | | | | | | | | Mail
Mail your proxy card
Votes cast by mail must be
received by 11:59 p.m. EDT on
June 15, 2022.14, 2023. | | | | | | | | | | | | | | | | | | | | | | | |
How Dodo I Vote?vote? Registered shareholders (that is, shareholders who hold shares in their own name) can vote in any of the following ways: ❖ | | | Via the Internet:internet: | | | Go to www.proxyvote.com to vote via the Internet using the 16-digit control number you were provided on your proxy card or Notice of Internet Availability. You will need to follow the instructions on the website. | ❖ | | | By QR Code:code: | | | Scan the QR Codecode located on your proxy card or Notice of Internet Availability to access www.proxyvote.com and vote your shares online. Additional software may be required for scanning. | ❖ | | | By Telephone:telephone: | | | Call 1 (800) 690-6903 from the United States. You will need to use the 16-digit control number you were provided on your proxy card or Notice of Internet Availability, and follow the instructions given by the voice prompts. | ❖ | | | By Mail:mail: | | | If you received a paper copy in the mail of the Proxy Materials and a proxy card, you may mark, sign, date and return your proxy card in the enclosed postage-paid envelope. You may also appoint a proxy to attend, speak and vote your shares at the Annual Meeting by submitting the proxy card and delivering such proxy to the Company’s General Counselcompany’s general counsel and Secretarysecretary at 25 Research350 Campus Drive, Westborough,Marlborough, Massachusetts 01581.01752. The proxy need not be a registered shareholder. Proxies must be received by the deadlines set forth below under “What Are the Deadlines to Submit My Vote?” |
TABLE OF CONTENTS
| | | | | | If you sign and return your proxy, but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Boardboard as described in this Proxy Statement. If any other matters are properly brought up at the Annual Meeting (other than the proposals contained in this Proxy Statement), then the named proxies will have the authority to vote your shares on those matters in |
TABLE OF CONTENTS | | | | | | accordance with their discretion and judgment. The Boardboard currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in this Proxy Statement. | | | | | | | If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card by mail. |
Beneficial Owners (thatowners that is, shareholders who shares are held in the name of a bank, broker or other holder of record (sometimes referred to as holding shares in “street name”), will receive voting instructions from the holder of record. You must follow the instructions of such broker, bank or other holder of record in order for your shares to be voted. Can I Revoke My Proxyrevoke my proxy or Change My Vote Afterchange my vote after I Have Voted?have voted? Yes. If you are a registered shareholder and previously voted by Internet, telephone, scanning a QR Codecode or mail, you may revoke your proxy or change your vote by: ▪ | voting online at the Annual Meeting; |
▪ | voting again by Internet, telephone or scanning the QR code as set forth above before the closing of those voting facilities at 11:59 pm EDT on June 15, 2022;14, 2023; |
▪ | mailing a proxy card that is properly signed and dated with a later date than your previous vote and that is received no later than 11:59 pm EDT on June 15, 2022;14, 2023; or |
▪ | sending a written notice of revocation to our General Counselgeneral counsel and Secretary,secretary, c/o BJ’s Wholesale Club Holdings, Inc., 25 Research350 Campus Drive, Westborough, MA 01581,Marlborough, Massachusetts 01752, which must be received before the commencement of the Annual Meeting. |
If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your vote or revoke your proxy at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares. Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance online (without further action) at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Companycompany before your proxy is voted or you vote at the Annual Meeting. What Ifif I Do Not Specify How My Shares Aredo not specify how my shares are to Be Voted?be voted? If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board.board. The Board’sboard’s recommendations are set forth below under “How Doesdoes the Board Recommend Thatboard recommend that I Vote?vote?”, as well as with the description of each proposal in this Proxy Statement. How Cancan I Attendattend and Votevote at the Annual Meeting? To attend and participate in the Annual Meeting, shareholders may access the live audio webcast of the meeting in the following manner: ❖ | Shareholders of record will need to log in at www.virtualshareholdermeeting.com/BJ2022BJ2023 using their 16-digit control number provided in the Notice and Access Card and in the instructions that accompany the proxy materials. |
❖ | Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. |
If you are unable to locate your control number, you will still be able to join the Annual Meeting as a guest by accessing www.virtualshareholdermeeting.com/BJ2022BJ2023 and following the guest login instructions; you will not, however, be able to vote or submit questions. TABLE OF CONTENTS
Further instructions on how to attend, participate in and vote at the Annual Meeting, including how to demonstrate your ownership of our stock as of the Record Date, are available at www.virtualshareholdermeeting.com/BJ2022BJ2023. Access to the Audio Webcastaudio webcast of the Annual Meeting.The live audio webcast of the Annual Meeting will begin promptly at 8:00 a.m. Eastern Time. We encourage shareholders to login to this website and access the webcast before the Annual Meeting'sMeeting’s start time. Online check-in will begin at 7:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. TABLE OF CONTENTS Submitting questions at the Annual Meeting.As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the Annual Meeting in accordance with the rules of conduct for the Annual Meeting that are pertinent to the Companycompany and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. The rules of conduct for the Annual Meeting will be available at www.virtualshareholdermeeting.com/BJ2022BJ2023 during the Annual Meeting. Only shareholders who log in using their unique 16-digit control number, which appears on the Notice and Access Card and the instructions that accompany the proxy materials, will be able to submit questions at the Annual Meeting. Availability of live webcast to team members and other constituents.The live audio webcast will be available not only to our shareholders, but also to our team members and other constituents. Such constituents will be able to attend the virtual Annual Meeting by accessing www.virtualshareholdermeeting.com/BJ2022BJ2023 and following the guest login instructions; they will not, however, be able to vote or submit questions. Webcast replay of the Annual Meeting.A webcast replay of the Annual Meeting will be available until the sooner of June 15, 20232024 or the date of the next Annual Meeting of Shareholders to be held in 2023.2024. Technical Difficultiesdifficulties or Trouble Accessingtrouble accessing the Virtual Meeting Website.virtual meeting website. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. How Many Shares Must Be Presentmany shares must be present to Holdhold the Annual Meeting? In order to establish a quorum at the Annual Meeting, the holders of a majority in voting power of the Company’scompany’s common stock issued and outstanding and entitled to vote, must be present by remote communication or represented by proxy. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain, withhold or fail to vote as indicated in the proxy materials. Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting. What if a quorum is not present at the Annual Meeting? If a quorum is not present or represented at the scheduled time of the Annual Meeting, then either (i) the chairperson of the Annual Meeting or (ii) a majority in voting power of the shareholders entitled to vote at the Annual Meeting, present by remote communication or represented by proxy, may adjourn the Annual Meeting until a quorum is present or represented. TABLE OF CONTENTS How many votes are required to approve each proposal? The table below further summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted: Proposal No. 1:
Election of Seven Director Nomineeseight director nominees | | | The plurality of the votes cast. This means that the seveneight nominees receiving the highest number of affirmative “FOR” votes will be elected as Directors.directors. | | | “FOR ALL” “WITHHOLD
“WITHHOLD ALL” “FOR
“FOR ALL EXCEPT” | | | None(1) | | | No(3) | Proposal No. 2:
Approval, on an Advisory (Non-Binding) Basis,advisory (non-binding) basis, of the Compensationcompensation of our Named Executive Officersnamed executive officers | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR”
“AGAINST”
“ABSTAIN” | | | None(2) | | | No(3) | Proposal No. 3:
Ratification of Appointmentappointment of Independent Registered Public Accounting Firmindependent registered public accounting firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Annual Meeting by the holders entitled to vote thereon. | | | “FOR”
“AGAINST”
“ABSTAIN” | | | None(2) | | | Yes(4) | Proposal No. 4:
Approval of an Amendment to our Charter to Eliminate Supermajority Voting Requirements
| | | The affirmative vote of the holders of at least two-thirds of shares outstanding of stock entitled to vote thereon, voting together as a single class.
| | | “FOR”
“AGAINST”
“ABSTAIN”
| | | Vote
Against (5)
| | | No (3)
|
(1)
| Votes that are “withheld” and broker non-votes will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a Director,director, because Directorsdirectors are elected by plurality voting. |
(2)
| A vote marked as an “Abstention” or a broker non-vote is not considered a vote cast and will, therefore, not affect the outcome of this proposal. |
(3)
| As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal. |
(4)
| As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. |
(5)
| Abstentions and broker non-votes, if any, will have the effect of a vote “AGAINST” this proposal. |
TABLE OF CONTENTS What Isis a “Broker Non-Vote”“broker non-vote” and How Does It Affect Voting?how does it affect voting? A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because: ❖ | the broker has not received voting instructions from the shareholder who beneficially owns the shares; and |
❖ | the broker lacks the authority to vote the shares at their discretion. |
Under current stock exchange interpretations that govern broker non-votes, each of Proposal No. 1 for the election of Directordirector nominees, Proposal No. 2 for approval, on an advisory (non-binding) basis and of the compensation of our named executive officers, and Proposal No. 4 for approval of an amendment to our Charter to eliminate the supermajority voting provisions relating to amendments to our Charter and Bylaws and to the removal of directors, is considered a non-discretionary matter, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposal. Proposal No. 3 for ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022,2023, is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on the proposal. How Doesdoes the Board Recommendboard recommend that I Vote?vote? The Boardboard recommends that you vote: ❖ | FOReach of the director nominee’s election to the Boardboard set forth in this Proxy Statement. |
❖ | FORthe approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. |
❖ | FORthe ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2022. |
❖ | FOR the approval of an amendment to our Charter to eliminate the supermajority voting provisions relating to amendments to our Charter and Bylaws and to the removal of directors.2023.
|
Who will pay for the cost of this proxy solicitation? We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by Directors,directors, officers or employees (for no additional compensation) in-person or by telephone, electronic transmission and facsimile transmission. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. Additional InformationinformationAvailability of MaterialsmaterialsImportant Notice Regardingnotice regarding the Availabilityavailability of Materialsmaterials for the 20222023 Annual Meeting of Shareholdersshareholders to Be Heldbe held on Thursday, June 16, 2022: 15, 2023: The Proxy Statement and Annual Report for the fiscal year ended January 29, 202128, 2023 are available free of charge at www.proxyvote.com. Householding of Shareholder Documentsshareholder documents SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for Proxy Statementsproxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single Proxy Statementproxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies and helps the environment by conserving natural resources. Some brokers household proxy materials, delivering a single Proxy Statementproxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statementproxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker. You can also request prompt delivery of a copy of this Proxy Statement and the Annual Report by contacting the Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. TABLE OF CONTENTS Proposed Charter Amendment
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BJ’S WHOLESALE CLUB HOLDINGS, INC.
(Pursuant to Section 242 of the General Corporation Law)
BJ’s Wholesale Club Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby further amended by deleting Section 3 of Article V in its entirety and inserting the following in lieu thereof:
Section 3. Subject to the special rights of the holders of one or more series of Preferred Stock to elect directors, any director may be removed from office, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote at an election of directors.
SECOND: The Second Amended and Restated Certificate of Incorporation of the Corporation, as amended, is hereby further amended by deleting Article X in its entirety and inserting the following in lieu thereof:
Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by this Second Amended and Restated Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and pursuant to this Second Amended and Restated Certificate of Incorporation in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding the foregoing, any other provisions of this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of stock required by law or by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, at a duly constituted meeting of stockholders called expressly for such purpose, shall be required to alter, amend or repeal any provision of this Second Amended and Restated Certificate of Incorporation.
Section 2. Except as otherwise provided by law, the Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws. Notwithstanding the foregoing, any other provisions of this Second Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of stock required by law or by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the affirmative vote of the holders of at least a majority of the
TABLE OF CONTENTS
voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, at a duly constituted meeting of stockholders called expressly for such purpose, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.
Third: That the foregoing amendments to the Second Amended and Restated Certificate of Incorporation of the Corporation have been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
* * * *
TABLE OF CONTENTS
IN WITNESS WHEREOF, BJ’s Wholesale Club Holdings, Inc. has caused this Certificate of Amendment to be executed by its duly authorized officer on this day of June, 2022.
| | | BJ’S WHOLESALE CLUB HOLDINGS, INC.
| | | | | | | | | | | | By:
| | | | | | | | | | Name:
| | | | | | Graham N. Luce
| | | | Title:
| | | | | | SVP, Secretary
|
|